<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-1
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 [FEE REQUIRED] OR [ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM _________ TO
_________.
COMMISSION FILE NUMBER: 0-20206
PERCEPTRON, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-2381442
(State or other jurisdiction or (I.R.S. Employer
incorporation or organization) Identification No.)
47827 Halyard Drive
Plymouth, Michigan 48170-2461
(313) 414-6100
(Registrant's telephone number, including area code)
Securities registered pursuant to section 12(b) of the act: None
Securities registered pursuant to section 12(g) of the act:
COMMON STOCK, $0.01 PAR VALUE
(TITLE OF CLASS)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes__X__ No _____
Indicate by check mark if disclosure of delinquent filers pursuant to item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant, based upon the closing sale price of the Common Stock on March
14, 1997, as reported by The Nasdaq Stock Market, was approximately
$254,000,000 (assuming, but not admitting for any purpose, that all directors
and executive officers of the registrant are affiliates).
The number of shares of Common Stock, $0.01 par value, issued and
outstanding as of March 14, 1997 was: 7,694,628.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following document, to the extent specified in this report, are
incorporated by reference in the Part III of this report:
Document Incorporated by reference in:
------------------------------ -----------------------------
Proxy Statement for 1997
Annual Meeting of Shareholders Part III, Items 10-13
<PAGE> 2
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company has filed this Form 10K/A-1 to revise certain information
contained in the last sentence of the first paragraph of Note 14 to Notes to
Consolidated Financial Statements.
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants ................................... 3
Consolidated Financial Statements:
Balance Sheets - December 31, 1996 and 1995 ................... 4
Statements of Income for the years ended
December 31, 1996, 1995 and 1994 .............................. 5
Statements of Shareholders' Equity
for the years ended December 31, 1996, 1995 and 1994 .......... 6
Statements of Cash Flows for the years ended December 31, 1996,
1995 and 1994 ................................................. 7
Notes to Consolidated Financial Statements .................... 8-15
</TABLE>
2
<PAGE> 3
[COOPERS & LYBRAND LETTERHEAD]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Perceptron, Inc.:
We have audited the accompanying consolidated balance sheets of Perceptron,
Inc. and Subsidiaries as of December 31, 1996 and 1995, and the related
consolidated statements of income, shareholders' equity and cash flows, and the
financial statement schedule referred to in item 14A.(2) for each of the three
years in the period ended December 31, 1996. These financial statements and
financial statement schedule are the responsibility of the Company's
management. Our responsibility is to express and opinion on these financial
statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Perceptron, Inc.
and Subsidiaries as of December 31, 1996 and 1995, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1996 in conformity with generally accepted
accounting principles. In addition, in our opinion, the financial statement
schedule referred to above, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information required to be included therein.
COOPERS & LYBRAND L.L.P.
Detroit, Michigan
January 31, 1997, except as to note 14
for which the date is February 3, 1997
3
<PAGE> 4
PERCEPTRON, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
---------------------------
1996 1995
---------------------------
ASSETS (as restated)
- ------
<S> <C> <C>
Current assets:
Cash and cash equivalents $14,666,000 $ 14,990,000
Accounts receivable, net of reserves of $60,000 and $35,000 20,898,000 14,292,000
Inventories, net of reserves of $860,000 and $670,000 6,001,000 4,114,000
Income tax receivables 2,103,000 ---
Prepaid expenses and deferred tax asset 1,813,000 2,658,000
----------- -------------
Total current assets 45,481,000 36,054,000
----------- -------------
Property and equipment:
Construction in progress 6,202,000 ---
Machinery and equipment 4,077,000 8,014,000
Furniture and fixtures 252,000 492,000
Leasehold improvements 0 95,000
----------- -------------
10,531,000 8,601,000
Less: Accumulated depreciation and amortization (1,416,000) (6,074,000)
----------- -------------
Net property and equipment 9,115,000 2,527,000
Intangible assets 2,300,000 ---
----------- -------------
Total assets $56,896,000 $ 38,581,000
=========== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable 4,291,000 2,070,000
Accrued payables 4,171,000 3,869,000
Accrued compensation and stock option expense 1,930,000 2,284,000
----------- -------------
Total current liabilities 10,392,000 8,223,000
----------- -------------
Shareholders' equity:
Preferred Stock, no par value, 1,000,000 shares authorized,
none issued 0 0
Common Stock, $0.01 par value; 19,000,000 shares authorized,
7,253,000 and 6,723,000 issued and outstanding at
December 31, 1996 and 1995, respectively 73,000 67,000
Cumulative translation adjustments (929,000) (474,000)
Additional paid-in capital 39,472,000 30,771,000
Retained earnings (deficit) 7,888,000 (6,000)
----------- -------------
Total shareholders' equity $46,504,000 $ 30,358,000
----------- -------------
Total liabilities and shareholders' equity $56,896,000 $ 38,581,000
=========== =============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
4
<PAGE> 5
PERCEPTRON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------------------
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
(As restated)
Net sales $49,679,000 $37,291,000 $27,835,000
Cost of sales 18,989,000 14,175,000 11,028,000
----------- ----------- ----------
Gross profit 30,690,000 23,116,000 16,807,000
----------- ----------- ----------
Selling, general and administrative expense 11,456,000 9,884,000 7,279,000
Engineering, research and development expense 5,854,000 4,467,000 3,808,000
Non-cash stock compensation expense 3,202,000 1,377,000 ---
----------- ----------- ----------
Income from operations 10,178,000 7,388,000 5,720,000
----------- ----------- ----------
Interest income, net 786,000 539,000 119,000
----------- ----------- ----------
Net income before provision for income taxes 10,964,000 7,927,000 5,839,000
Provision for income taxes 3,070,000 (482,000) ---
----------- ----------- ----------
Net income $7,894,000 $8,409,000 $5,839,000
=========== =========== ==========
Net income per weighted average share $1.03 $1.16 $0.83
=========== =========== ==========
Weighted average common and
common equivalent shares 7,636,296 7,257,784 6,998,380
=========== =========== ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
5
<PAGE> 6
PERCEPTRON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
for the years ended December 31, 1994, 1995 and 1996
<TABLE>
<CAPTION>
Cumulative
Foreign
Common Stock Currency Additional Retained Total
-------------------- Translation Paid-In Earnings Shareholders'
Shares Amount Adjustments Capital (Deficit) Equity
---------- -------- ----------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balances, January 1, 1994 5,841,511 $ 58,000 $ (366,000) $28,013,000 $ (14,254,000) $ 13,451,000
Stock options exercised, net of shares
tendered 538,708 6,000 513,000 519,000
Translation adjustment on investment (72,000) (72,000)
in foreign subsidiaries
Net Income 5,839,000 5,839,000
---------- -------- ----------- ----------- ------------- -------------
Balances, December 31, 1994 6,380,219 $ 64,000 $(438,000) $28,526,000 $ (8,415,000) $ 19,737,000
---------- -------- ----------- ----------- ------------- -------------
Stock options exercised, net of shares
tendered 342,560 3,000 591,000 594,000
Tax benefit of non-qualified stock 150,000 150,000
options exercised
Previously recorded stock option
compensation expense attributable
to options exercised 127,000 127,000
Non-cash stock compensation expense
attributable to options exercised 1,377,000 1,377,000
Translation adjustment on investment
in foreign subsidiaries (36,000) (36,000)
Net Income 8,409,000 8,409,000
---------- -------- ----------- ----------- ------------- -------------
Balances, December 31, 1995 (as restated) 6,722,779 $ 67,000 $(474,000) $30,771,000 $ (6,000) $ 30,358,000
========== ======== =========== =========== ============= =============
Shares issued for intangible assets 82,510 1,000 2,299,000 2,300,000
Stock options exercised, net of
shares tendered 447,278 5,000 2,066,000 2,071,000
Tax benefit of non-qualified stock
options exercised 600,000 600,000
Previously recorded stock option
compensation attributable to
options exercised 534,000 534,000
Non-cash compensation expense
attributable to options exercised 3,202,000 3,202,000
Translation adjustment on investment
in foreign subsidiaries (455,000) (455,000)
Net income 7,894,000 7,894,000
---------- -------- ----------- ----------- ------------- -------------
Balances, December 31, 1996 7,252,567 73,000 (929,000) 39,472,000 7,888,000 46,504,000
========== ======== =========== =========== ============= =============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
6
<PAGE> 7
PERCEPTRON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended December 31,
----------------------------------------
1996 1995 1994
----------- -------------- -----------
(as restated)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $7,894,000 $8,409,000 $5,839,000
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 720,000 635,000 458,000
Disposal of fixed assets 293,000 --- 134,000
Non-cash stock compensation expense 3,202,000 1,377,000 ---
Changes in operating assets and liabilities:
Accounts receivable and income
tax receivable (8,989,000) (2,645,000) (2,833,000)
Inventories (1,887,000) (851,000) (887,000)
Prepaid expenses and deferred tax asset 845,000 (2,239,000) (164,000)
Accounts payable (47,000) 378,000 267,000
Accrued expenses 482,000 3,583,000 1,356,000
Deferred revenue --- --- 175,000
----------- ----------- -----------
Total adjustments (5,381,000) 238,000 (1,494,000)
----------- ----------- -----------
Net cash provided by operating activities 2,513,000 8,647,000 4,345,000
----------- ----------- -----------
Cash flows (used in) investing activities:
Capital expenditures (5,333,000) (1,999,000) (738,000)
----------- ----------- -----------
Net cash (used in) investing activities (5,333,000) (1,999,000) (738,000)
----------- ----------- -----------
Cash flows from financing activities:
Principal payments under capital leases -0- (94,000) (103,000)
Proceeds from issuance of short-term debt -0- --- 287,000
Principal payments on short-term debt -0- (287,000) ---
Proceeds from the exercise of stock options 2,071,000 594,000 519,000
Tax benefit of non-qualified options exercised 600,000 150,000 ---
----------- ----------- -----------
Net cash provided by financing activities 2,671,000 363,000 703,000
----------- ----------- -----------
Effect of exchange rates on cash and cash equivalents (175,000) 62,000 36,000
----------- ----------- -----------
Net increase/(decrease) in cash and cash equivalents (324,000) 7,073,000 4,346,000
Cash and cash equivalents, beginning of year 14,990,000 7,917,000 3,571,000
----------- ----------- -----------
Cash and cash equivalents, end of year $14,666,000 $14,990,000 $7,917,000
=========== =========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the year for interest expense $0 $28,000 $23,000
=========== =========== ===========
Cash paid during the year for income taxes $ 2,518,000 $100,000 $150,000
=========== =========== ===========
Non-cash transactions:
Equipment acquired under capital leases $0 $0 $101,000
Previously recorded compensation expense
attributable to options exercised 534,000 127,000 0
Intangible assets acquired for stock 2,300,000 0 0
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements
7
<PAGE> 8
PERCEPTRON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
OPERATIONS
Perceptron, Inc. and its wholly-owned subsidiaries (collectively, the
"Company") are involved in the design, development, manufacture, and marketing
of three-dimensional machine vision systems which are used primarily in the
automotive industry, and to a lesser extent, in other industries.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.
CURRENCY TRANSLATION
The financial statements of the Company's wholly-owned foreign
subsidiaries have been translated in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 52, with the functional currency being the
local currency in the foreign country. Under this standard, translation
adjustments are accumulated in a separate component of shareholders' equity.
Gains and losses on foreign currency transactions are included in the
consolidated statement of income.
CONCENTRATION OF CREDIT RISK
The Company markets and sells its products primarily to automotive
assembly companies and to system integrators or original equipment
manufacturers, who in turn sell to automotive assembly companies. The
Company's accounts receivable are principally from a small number of large
customers. The Company performs ongoing credit evaluations of its customers.
To date, the Company has not experienced any significant losses related to the
collection of accounts receivable.
A significant portion of the Company's cash and cash equivalents were with
one bank as of December 31, 1996.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
INVENTORIES
Inventories are stated at the lower of cost or market. The cost of
inventories is determined by the first-in, first-out (FIFO) method.
Inventories, net of reserves, are comprised of the following:
<TABLE>
<CAPTION>
December 31,
------------------------
1996 1995
------------ ----------
<S> <C> <C>
Component parts $4,234,000 $3,022,000
Work in process 1,247,000 641,000
Finished goods 520,000 451,000
------------ ----------
Total $6,001,000 $4,114,000
============ ==========
</TABLE>
PROPERTY AND EQUIPMENT
Property and equipment is recorded at cost. Depreciation related to
machinery and equipment and furniture and fixtures is computed on a
straight-line basis over estimated useful lives ranging from three to five
years. Leasehold improvements are amortized over the term of the lease or
estimated useful life, whichever is shorter. Intangible assets recorded in
1996 will be amortized over approximately 5 years.
8
<PAGE> 9
When properties are retired, the costs of such properties and related
accumulated depreciation or amortization are eliminated from the respective
accounts, and the resulting gain or loss is reflected in the consolidated
statement of income.
REVENUE RECOGNITION
The Company's products are generally configured to customer
specifications. Certain customers may require a demonstration of the system
prior to shipment. At the time of satisfactory demonstration, a written
customer acceptance is completed. Revenue is recognized upon the earlier of
written customer acceptance or shipment of the product to the customer.
RESEARCH AND DEVELOPMENT
Research and development costs, including software development costs, are
expensed as incurred.
NET INCOME PER SHARE
Net income per common and common equivalent share is calculated based upon
the weighted average number of shares of Common Stock outstanding, adjusted for
the dilutive effect of stock options and warrants, using the treasury stock
method. The dilutive effect of convertible shares held by a minority
shareholder of a foreign subsidiary has also been included in the calculation
of net income per share up to June 23, 1994, at which time these shares were
converted into Common Stock of the Company.
CASH AND CASH EQUIVALENTS
In accordance with SFAS No. 95, the Company considers all highly liquid
investments purchased with maturities of three months or less to be cash
equivalents. Fair value approximates carrying value because of the short
maturity of the cash equivalents.
RECLASSIFICATIONS
Certain 1995 and 1994 amounts have been reclassified to conform to the
1996 presentation.
IMPAIRMENT OF LONG-LIVED ASSETS AND CERTAIN IDENTIFIABLE INTANGIBLES
The Company adopted Statement of Financial Accounting Standards No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of," as of January 1, 1996. The effect of adopting this
standard was not material.
The Company evaluates the carrying value of long-lived assets and
long-lived assets to be disposed of for potential impairment on an ongoing
basis. The Company considers projected future operating results, trends and
other circumstances in making such estimates and evaluations.
2. NON-CASH STOCK COMPENSATION EXPENSE
Beginning in late 1994, some participants in the Company's stock option
plan have used Perceptron stock options to pay the exercise price of stock
options issued under the plan. The Company was recently advised by its
independent accounting firm that generally accepted accounting principles
require the recording of a non-cash compensation expense relating to certain
option exercises during 1996 and 1995.
The Company has restated its 1995 financial statements to record non-cash
stock compensation expense, net of taxes, of $895,000.
3. CREDIT FACILITY:
The Company has unsecured credit facilities totaling $4.0 million U.S. and
1.0 million DM. These facilities may be used to finance working capital needs
and equipment purchases or capital leases. Any borrowings for working capital
needs will bear interest at the bank's prime rate (8.25% as of December 31,
1996); any borrowings to finance equipment purchases will bear interest at the
bank's prime rate plus 1/2%. The credit facilities expire on
9
<PAGE> 10
May 31, 1997 unless canceled earlier by the Company or the bank. The Company
expects to renew these credit facilities. At December 31, 1996, the Company
had no outstanding liabilities under these facilities.
The credit facility requires the Company to maintain a minimum amount of
tangible net worth and a minimum debt to tangible net worth ratio. The
agreement also prohibits the Company from paying dividends, acquiring or
retiring any of its capital stock, or incurring any other debt, liens, or
guarantying any third party debt.
4. LEASES:
The following is a summary, as of December 31, 1996, of the future minimum
annual lease payments required under the Company's real estate and other
operating leases having initial or remaining noncancelable terms in excess of
one year:
<TABLE>
<CAPTION>
Year Operating
- ---- ---------
<S> <C>
1997 $158,000
1998 110,000
1999 0
---------
Total minimum lease payments $268,000
=========
</TABLE>
Rental expense for operating leases in 1996, 1995 and 1994 was $352,000,
$380,000 and $365,000, respectively.
5. COMMITMENTS AND OTHER:
The Company has committed to provide funding in the amount of $50,000 to a
university in conjunction with research in manufacturing methods utilizing the
Company's products and technology. At December 31, 1996, the Company had
funded $25,000 of its commitment for the university's fiscal year ended June
30, 1997.
The Company had received a $1.22 million grant from the U.S. Department of
Commerce, through the National Institute of Standards and Technology (NIST),
for software development related to high-speed image processing techniques for
three-dimensional machine vision systems. This grant was for the period which
began on January 1, 1994, and which ended March 31, 1996.
In connection with this grant, the Company had subcontracted a portion of
the research effort to a university and to an independent research institute,
at a total cost of $1.0 million. In addition, the Company granted warrants to
the research institute to purchase 30,000 shares of Common Stock, 15,000 of
which are currently unexercised. The exercise price of these warrants is
$11.17 per share. During 1994, 1995, and 1996, the Company incurred total
costs of $444,000, $558,000, and $250,000 in connection with this grant, which
were substantially reimbursed by NIST. The amounts reimbursed by NIST are not
recognized as net sales by the Company, but are rather treated as a reduction
of engineering, research and development expense.
The Company uses, from time to time, a limited hedging program to minimize
the impact of foreign currency fluctuations. As the Company exports product,
it generally enters into limited hedging transactions relating to the accounts
receivable arising as a result of such shipment. These transactions involve
the use of forward contracts. At December 31, 1996, the Company had no forward
contracts outstanding.
6. SHAREHOLDERS EQUITY:
- Convertible Equity of Subsidiary
On June 23, 1994, the owner of a minority interest in the Company's
European subsidiary converted its equity interest in this subsidiary into
197,802 shares of Common Stock of the Company.
10
<PAGE> 11
- Stock options
The Company maintains 1983 and 1992 Stock Option Plans covering
substantially all company employees and certain other key persons. These Plans
are administered by a committee of the Board of Directors. Activity under
these Plans is shown in the following table:
<TABLE>
<CAPTION>
1996 1995 1994
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
<S> <C> <C> <C> <C> <C> <C>
Shares subject to option
Outstanding at beginning of period 1,060,943 $ 8.26 1,318,740 $ 5.85 1,466,883 $ 4.35
New grants (based on fair value of
Common Stock at dates of grant) 339,300 25.24 236,350 14.93 253,323 10.08
Exercised* (430,129) 6.07 (353,944) 3.81 (355,333) 2.47
Terminated and expired (16,603) 9.90 (140,203) 7.93 (46,133) 7.63
Outstanding at end of Period** 953,511 15.22 1,060,943 8.26 1,318,740 5.85
Outstanding but not exercisable 799,224 16.35 829,205 8.29 1,094,106 5.88
Exercisable at end of period 154,287 9.36 231,738 8.13 224,634 5.71
</TABLE>
* Exercised at option prices ranging from $.23 to $21.87 during 1996, $.23
to $11.92 during 1995, and $.23 to $7.33 during 1994
** All outstanding shares at December 31, 1996 are under the 1992 Plan.
The following table summarizes information about stock options at December
31, 1996:
<TABLE>
<CAPTION>
Outstanding Stock Options Exercisable Stock Options
------------------------------------------------ -------------------------
Weighted-Average
Range of Remaining Weighted-Average Weighted-Average
Exercise Prices Shares Contractual Life Exercise Price Shares Exercise Price
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$3.00 to $10.00 358,132 6.7 years $6.25 108,703 $6.60
$10.01 to $20.00 198,553 8.1 years $12.29 31,271 $12.92
$20.01 to $30.00 322,875 9.2 years $24.30 14,313 $22.48
$30.01 to $40.00 73,951 9.6 years $36.02 0 $0
- --------------------------------------------------------------------------------------------------
$3.00 to $40.00 953,511 8.1 years $15.22 154,287 $9.36
- --------------------------------------------------------------------------------------------------
</TABLE>
Options outstanding under these Plans generally become exercisable at 25
percent per year beginning one year after the date of the grant and expire five
to ten years after the date of the grant. At December 31, 1996, options
covering 154,287 shares were exercisable and options covering 174,983 shares
were available for future grants under these plans.
The Company also maintains a Director Stock Option Plan covering all
non-employee directors. This Plan is administered by a committee of the Board
of Directors.
<TABLE>
<CAPTION>
1996 1995
Weighted Weighted
Average Average
Exercise Exercise
Shares Price Shares Price
<S> <C> <C> <C> <C>
Shares subject to option
Outstanding at beginning of period 60,000 $12.58
New grants 64,500 $30.75 60,000 $12.58
Terminated and expired (16,500) $13.55 0
Outstanding at end of period 108,000 $23.28 60,000 $12.58
Outstanding but not exercisable 63,000 $30.75 60,000 $12.58
Exercisable at end of period 45,000 $12.58 0
</TABLE>
At December 31, 1996, the weighted-average remaining exercise period
relating to the outstanding options was approximately 8.6 years.
Each non-employee director at the date the Director Stock Option Plan was
adopted received, and each non-employee director as of the date they are first
elected to the Board of Directors will receive, an option to purchase 15,000
shares of Common Stock (the "Initial Option"). Initial Options become
exercisable in full on the first anniversary of the day of the grant. In
addition, each non-employee director who has been a director for six
11
<PAGE> 12
months before the date of each Annual Meeting of Shareholders automatically will
be granted, as of the date of such Annual Meeting, an option to purchase an
additional 1,500 shares of Common Stock. These Annual Options become
exercisable in three annual increments of 33 1/3% of the shares subject to the
option, and expire ten years from the date of the grant. At December 31, 1996,
45,000 of these options were exercisable and options covering 67,500 shares
were available for future grants under this plan.
The estimated fair value as of the date options were granted in 1996 and
1995, using the Black-Scholes option-pricing model was as follows:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Weighted average estimated fair
value per share of options
granted during the year $16.55 $12.33
Assumptions:
Amortized dividend yield - -
Common Stock price volatility 57.94% 57.94%
Risk-free rate of return 5.78% 6.46%
Expected option term (in years) 6 6
</TABLE>
The Company adopted the disclosure requirements of Statement of Financial
Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based
Compensation," effective with the 1996 financial statements, but elected to
continue to measure compensation cost using the intrinsic value method, in
accordance with APB Opinion No. APB 25 ("APB 25"), "Accounting for Stock Issued
to Employees." Accordingly, compensation cost for stock options has been
recognized under the provisions of APB 25. If compensation cost had been
determined based on the estimated fair value of options granted in 1996 and
1995, consistent with the methodology in SFAS 123, the Company's net income and
income per share would have been adjusted to the proforma amount indicated
below:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C> <C>
Net income ..As reported $7,894,000 $8,409,000
..Pro forma 4,795,000 7,543,000
Primary earnings per share ..As reported $1.03 $1.16
..Pro forma $0.63 $1.04
</TABLE>
The Company granted warrants to an independent research institute to
purchase 30,000 shares of Common Stock, 15,000 which were exercised in 1996
and 15,000 of which expire in 1998. The exercise price of these warrants is
$11.17 per share.
7. 401K PLAN:
The Company has a 401(k) tax deferred savings plan that covers all
eligible employees. The Company may make discretionary contributions to the
plan. The Company's contributions to the plan during 1996, 1995 and 1994 were
$251,000, $163,000, and $108,000, respectively.
12
<PAGE> 13
8. INCOME TAXES:
The income tax provision reflected in the statement of income consists of
the following for the years ending December 31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
---------- -----------
<S> <C> <C>
Current provision
U.S. federal $1,159,000 $ 54,000
Foreign 1,136,000 1,446,000
Deferred taxes 775,000 (1,500,000)
Tax benefit attributable to non-cash stock compensation 0 (482,000)
---------- -----------
3,070,000 (482,000)
========== ===========
</TABLE>
The Company's deferred tax assets are substantially represented by the tax
benefit of minimum tax credits, investment tax credits, research activities
credits, and general business credits carry forwards. The components of
deferred tax assets as of December 31, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
Net operating loss carry forwards $ 0 $1,200,000
Minimum tax credits 400,000 300,000
Investment tax credits 100,000 100,000
Research activities and general business credits 600,000 800,000
Other 325,000 ---
---------- ----------
Subtotal 1,425,000 2,400,000
Valuation reserve 0 (200,000)
---------- ----------
Deferred tax asset $1,425,000 $2,200,000
========== ==========
</TABLE>
With the exception of the minimum tax credits, which have an indefinite
carryforward period, the credits giving rise to the deferred tax assets will
expire, if unused, at various dates from 1998 through 2008.
<TABLE>
<CAPTION>
Rate reconciliation: 1996 1995
---- ----
<S> <C> <C>
Provision at U.S. statutory rate 34% 34%
Recognition of net operating loss carryforwards -- (40%)
Net effect of taxes on foreign activities (4%) 20%
Change in valuation allowance (2%) (20%)
---- ----
28% (6%)
==== ====
</TABLE>
9. INFORMATION ABOUT MAJOR CUSTOMERS:
The Company sells its products directly to both domestic and international
automotive assembly companies. For the year ended December 31, 1996, the
Company derived 49% of its net sales from three such customers, one of which
was a shareholder until October 1994, when this customer sold their shares.
The Company also sells to system integrators or original equipment
manufacturers ("integrators"), who in turn sell to those same automotive
companies. For the year ended December 31, 1996, 18% of net sales were to
integrators, where those products were for the benefit of the same three
automotive assembly companies. In 1996, sales by the Company to each of these
three customers exceeded 13% of the Company's net sales. During 1995, 36% of
total net sales was derived from three domestic automotive companies, and 28%
from sales by integrators to such companies. In 1995, sales by the Company to
each of these three customers exceeded 8% of the Company's net sales. During
1994, 34% of net sales were derived from three automotive companies and 49%
from sales by integrators to such companies. In 1994, sales by the Company to
each of these three companies exceeded 10% of the Company's net sales.
13
<PAGE> 14
10. CONTINGENCIES:
The Company may, from time to time, be subject to legal proceedings and
claims. Litigation involves many uncertainties. Management is currently
unaware of any significant pending litigation affecting the Company, other than
the indemnification matter and the complaint discussed in the following
paragraphs.
The Company has been informed that certain of its customers have received
allegations of possible patent infringement involving processes and methods
used in the Company's products. One such customer is currently engaged in
litigation relating to such matter. This customer has notified various
companies from which it has purchased such equipment, including the Company,
that it expects the suppliers of such equipment to indemnify such customer, on
a pro-rata basis, for expenses and damages, if any, incurred in this matter.
Management believes, however, that the processes used in the Company's products
were independently developed without utilizing any previously patented process
or technology. Because of the uncertainty surrounding the nature of any
possible infringement and the validity of any such claim or any possible
customer claim for indemnity, it is not possible to estimate the ultimate
effect, if any, of this matter on the company's financial position.
On March 13, 1996, a complaint was filed naming the Company as a
defendant, along with Trident and Nanoose, in an action alleging that the
Company's TriCam sensor violates a patent held by the plaintiff and seeking
preliminary and permanent injunctions and damages. Management believes that
its TriCam sensor was independently developed without utilizing any previously
patented process or technology and intends to vigorously defend its position.
11. FOREIGN OPERATIONS:
The Company operates in three primary geographic areas: North America,
Europe and Asia. Geographical area data is as follows ($000):
<TABLE>
<CAPTION>
Years ended December 31,
---------------------------
1996 1995 1994
-------- -------- -------
<S> <C> <C> <C>
Net sales:
North America* $41,352 $ 26,899 $25,341
Europe and Asia 12,686 13,049 3,606
Intercompany Sales (4,359) (2,657) (1,112)
-------- --------- -------
Total Net Sales $49,679 $ 37,291 $27,835
======== ========= =======
Income from operations: (as restated)
North America* $5,581 $ 1,634 $5,513
Europe and Asia 4,597 5,754 207
-------- --------- -------
Total Income from Operations $10,178 $ 7,388 $5,720
======== ========= =======
Identifiable assets at December 31:
North America* $44,399 $ 30,808 $22,209
Europe and Asia 12,497 7,773 2,298
-------- --------- -------
Total Assets $56,896 $ 38,581 $24,507
======== ========= =======
</TABLE>
__________________________
* Includes intercompany amounts; intercompany sales prices are based on
cost plus a transfer fee.
14
<PAGE> 15
12. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):
Selected unaudited quarterly financial data for the years ended December
31, 1996 and 1995, are as follows ($000's except earnings per share):
<TABLE>
<CAPTION>
Quarter ended
---------------------------------
1996 3-31 6-30 9-30 12-31
---- ------ ------- ------- -------
<S> <C> <C> <C> <C>
Net Sales $9,062 $11,663 $12,856 $16,098
Gross profit 5,307 7,046 8,140 10,197
Net income 928 588 2,487 3,891
Earnings per share $.12 $.08 $.32 $.50
Weighted average shares 7,468 7,677 7,680 7,706
3-31 6-30 9-30* 12-31
------ ------- ------- -------
1995
----
Net sales $5,989 $8,603 $9,311 $13,388
Gross profit 3,606 5,250 5,823 8,437
Net income 733 1,914 1,621 4,141
Earnings per share $.10 $.27 $.22 $.56
Weighted average shares 7,087 7,127 7,310 7,391
*See Note 2.
</TABLE>
13. INTANGIBLE ASSETS
On November 26, 1996, the Company's German subsidiary acquired the assets
of a division of HGV Vosseler GmbH ("Vosseler") engaged in the development and
sale of non-contact three-dimensional measurement systems for aggregate
consideration consisting of 82,150 shares of Common Stock and DM 300,000 and
recorded $2.3 million in intangible assets relating to the acquisition.
14. SUBSEQUENT EVENTS
On February 3, 1997, the Company consummated its acquisition of Autospect,
Inc. ("Autospect") through the merger of a wholly owned subsidiary of the
Company with and into Autospect for aggregate consideration consisting of
387,093 shares of Common Stock of the Company. Autospect, based in Ann Arbor,
Michigan, designs, develops and manufactures information-based coatings
inspection and defect detection systems primarily for use in the automotive
industry. The transaction will be accounted for as a pooling of interests. As
of and for the year ended December 31, 1996, Autospect's revenues, net income,
and net assets were approximately $4 million, $0.5 million and $1.3 million
respectively.
[UNAUDITED]
The Company recently signed letters of intent to acquire Trident Systems,
Inc. ("Trident") and Nanoose Systems Corporation ("Nanoose"). The closing of
these acquisitions is subject to a number of factors, including the
negotiation, approval and execution of definitive documents and completion of
satisfactory due diligence. The proposed consideration for these acquisitions
will be shares of Common Stock of the Company, aggregating less than 5% of the
outstanding Common Stock.
15
<PAGE> 16
PART IV
ITEM 14: EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K
There were no changes to Item 14 in this Form 10-K/A-1, except to file a new
Exhibit 23 Consent of Experts and a new Exhibit 27 Financial Data Schedule.
A. Financial Statements and Schedules Filed
1. Financial Statements - see Item 8 of this report.
2. Financial Statement Schedule - the schedule filed
with this report is listed on page 35.
3. Exhibits - the exhibits filed with this report are
listed on pages 37 through 40.
B. Reports on Form 8-K: The Company did not file any reports on
Form 8-K in the fourth quarter of 1996 with the Securities and
Exchange Commission.
16
<PAGE> 17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to its
Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.
PERCEPTRON, INC.
(Registrant)
By: /S/ Alfred A. Pease
------------------------------------
Alfred A. Pease, Chairman, President
and Chief Executive Officer
Date: April 24, 1997
17
<PAGE> 18
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION OF EXHIBITS
3. Restated Articles of Incorporation and Bylaws.
3.1 Restated Articles of Incorporation, as amended to date, are
incorporated herein by reference to Exhibit 3.3 of the Company's Report
on Form 10-Q for the Quarter Ended June 30, 1994.
3.2 Bylaws, as amended to date, are incorporated herein by reference to
Exhibit 19 of the Company's Report on Form 10-Q for the Quarter Ended
September 30, 1992.
4. Instruments Defining the Rights of Securities Holders.
4.1 Articles IV and V of the Company's Restated Articles of
Incorporation are incorporated herein by reference to Exhibit 3.3 of
the Company's Report on Form 10-Q for the Quarter Ended June 30, 1994.
4.2 Articles I, II, III, VI, VII and X of the Company's Bylaws are
incorporated herein by reference to Exhibit 19 of the Company's Report
on Form 10-Q for the Quarter Ended September 30, 1992.
4.3 Revised Credit Agreement dated May 22, 1996, between Perceptron,
Inc., Perceptron GmbH and NBD Bank, N.A. and related Demand Business
Loan Note are incorporated herein by reference to Exhibit 4.4 of the
Company's Report on Form 10-Q for the Quarter Ended June 30, 1996.
10. Material Contracts.
10.1 Registration Agreement, dated as of June 13, 1985, as amended,
among the Company and the Purchasers identified therein, is
incorporated by reference to Exhibit 10.3 of the Company's Form S-1
Registration Statement (amended by Exhibit 10.2) No. 33-47463.
10.2 Patent License Agreement, dated as of August 23, 1990, between the
Company and Diffracto Limited, is incorporated herein by reference to
Exhibit 10.10 of the Company's Report on Form S-1 Registration
Statement No. 33-47463.
10.3 Form of Proprietary Information and Inventions Agreement between
the Company and all of the employees of the Company is incorporated
herein by reference to Exhibit 10.11 of the Company's Form S-1
Registration Statement No. 33-47463.
10.4 Form of Confidentiality and Non-Disclosure Agreement between the
Company and certain vendors and customers of the Company is
incorporated herein by reference to Exhibit 10.12 of the Company's Form
S-1 Registration Statement No. 33-47463.
10.5 Two Forms of Agreement Not to Compete between the Company and
certain officers of the Company, is incorporated herein by reference to
Exhibit 10.50 of the Company's Report on Form 10-Q for the Quarter
Ended June 30, 1996.
18
<PAGE> 19
10.6 Co-operative Agreement, dated April 1, 1992, between the Company
and Sumitomo Corporation, is incorporated herein by reference to
Exhibit 10.17 of the Company's Form S-1 Registration Statement No.
33-47463.
10.7 Development and Purchase Agreement between DeMattia Development
Company, Plymouth-West Limited Partnership and Perceptron, Inc. dated
June 2, 1996 is incorporated by reference to Exhibit 10.51 to the
Company's Report on Form 10-Q for the Quarter Ended June 30, 1996.
10.8 Mortgage between DeMattia Development Company and Perceptron, Inc.
dated June 6, 1996 is incorporated by reference to Exhibit 10.52 to the
Company's Report on Form 10-Q for the Quarter Ended June 30, 1996.
10.9 Single Tenant Building Lease, dated March 5, 1996, between Demco
XVI Limited Partnership and Perceptron, Inc. is incorporated by
reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K
for the Year Ended December 31, 1995.
10.10@ 1983 Stock Option Plan, as amended, and forms of Stock Option
Agreement are incorporated herein by reference to Exhibit 10.21 of the
Company's Form S-1 Registration Statement No. 33-47463.
10.11@ Amended and Restated 1992 Stock Option Plan is incorporated herein by
reference to Exhibit 10.53 of the Company's Report on Form 10-Q for the
Quarter Ended September 30, 1996.
10.12@ Form of Stock Option Agreements, for July 1993 Stock Option Grants,
is incorporated herein by reference to Exhibit 10.23 of the Company's
Report on Form 10-Q for the Quarter Ended September 30, 1993 and
Exhibit 10.32 of the Company's Report on Form 10-Q for the Quarter
Ended March 31, 1994.
10.13@ Stock Option Agreement, December 1993 Option Grant, dated December
13, 1993, between the Company and James A. Ratigan is incorporated
herein by reference to Exhibit 10.25 of the Company's Annual Report on
Form 10-K for the Year Ended December 31, 1993.
10.14@ First Amendment to Stock Option Agreement, December 1993 Option Grant
between the Company and James A. Ratigan, is incorporated by reference
to Exhibit 10.41 of the Company's Report on Form 10-Q for the Quarter
Ended September 30, 1995.
10.15@ Stock Option Agreement, Performance Options, dated December 13, 1993,
between the Company and James A. Ratigan is incorporated herein by
reference to Exhibit 10.26 of the Company's Annual Report on Form 10-K
for the Year Ended December 31, 1993.
10.16@ First Amendment to Stock Option Agreement, Performance Options dated
December 13, 1993, between the Company and James A. Ratigan, is
incorporated by reference to Exhibit 10.42 of the Company's Report on
Form 10-Q for the Quarter Ended September 30, 1995.
10.17@ Form of Stock Option Agreements for Performance Options, is
incorporated herein by reference to Exhibit 10.27 of the Company's
Annual Report on Form 10-K for the Year Ended December 31, 1993. The
performance standards under these options were waived effective March
2, 1994.
10.18@ First Amendments to Stock Option Agreements for Performance Options
is incorporated herein by reference to Exhibit 10.20 of the Company's
Annual Report on Form 10-K for the Year Ended December 31, 1994.
19
<PAGE> 20
10.19@ Form of Stock Option Agreements under 1992 Stock Option Plan, (Team
Members and Officers) prior to February 9, 1995, is incorporated herein
by reference to Exhibit 10.28 of the Company's Annual Report on Form
10-K for the Year Ended December 31, 1993.
10.20@ Forms of Master Amendments to Stock Option Agreements (Team Members
and Officers) under 1992 Stock Option Plan, prior to February 9, 1995
is incorporated herein by reference to Exhibit 10.22 to the Company's
Annual Report on Form 10-K for the Year Ended December 31, 1994.
10.21@ Forms of Incentive Stock Option Agreements (Team Members and
Officers) under 1992 Stock Option Plan after February 9, 1995 is
incorporated by reference to Exhibit 10.23 to the Company's Annual
Report on Form 10-K for the Year Ended December 31, 1994.
10.22*@ Forms of Incentive Stock Option Agreements (Team Members and
Officers) and Non-Qualified Stock Option Agreements under 1992 Stock
Option Plan after January 1, 1997 and Amendments to existing Stock
Option Agreements under the 1992 Stock Option Plan.
10.23@ Stock Option Agreement, dated May 21, 1993 between the Company and
James E. McGrath is incorporated herein by reference to Exhibit 10.33
of the Company's Report on Form 10-Q for the Quarter Ended March 31,
1994.
10.24@ Incentive Stock Option Agreement, dated February 14, 1996, between
the Company and Alfred A. Pease is incorporated by reference to Exhibit
10.29 of the Company's Annual Report on From 10-K for the Year Ended
December 31, 1995.
10.25@ Non-qualified Stock Option Agreement, dated February 14, 1996,
between the Company and Alfred A. Pease is incorporated by reference to
Exhibit 10.30 of the Company's Annual Report on Form 10-K for the Year
Ended December 31, 1995.
10.26@ Amended and Restated Directors Stock Option Plan is incorporated by
reference to Exhibit 10.56 to the Company's Report on Form 10-Q for the
Quarter Ended September 30, 1996.
10.27*@ Form of Non-Qualified Stock Option Agreements and Amendments under
the Director Stock Option Plan.
10.28@ Letter Agreement dated December 13, 1993, between the Company and
James A. Ratigan is incorporated herein by reference to Exhibit 10.24
of the Company's Annual Report on Form 10-K for the Year Ended December
31, 1993.
10.29@ Amendment dated October 26, 1995 to Letter Agreement dated December
13, 1993, between the Company and James A. Ratigan, is incorporated
herein by reference to Exhibit 10.40 of the Company's Report on Form
10-Q for the Quarter Ended September 30, 1995.
10.30@ Amendment dated April 19, 1996 to letter agreement dated December 13,
1993, between the Company and James A. Ratigan is incorporated by
reference to Exhibit 10.46 to the Company's Report on Form 10-Q for the
Quarter Ended March 31, 1996.
10.31@ Compensation Arrangement Letter, dated May 21, 1993, between the
Company and James E. McGrath, is incorporated herein by reference to
Exhibit 10.34 of the Company's Report on Form 10-Q for the Quarter
Ended March 31, 1994.
10.32@ 1994 Management Bonus Plan is incorporated herein by reference to
Exhibit 10.30 to the Company's Annual Report on Form 10-K for the Year
Ended December 31, 1994.
10.33@ 1995 Management Bonus Plan is incorporated herein by reference to
Exhibit 10.38 to the Company's Annual Report on Form 10-K for the Year
Ended December 31, 1995.
20
<PAGE> 21
10.34*@ 1996 Management Bonus Plan.
10.35@ Amended and Restated Employee Stock Purchase Plan is incorporated by
reference to Exhibit 10.54 of the Company's Report on Form 10-Q for the
Quarter Ended September 30, 1996.
10.36*@ Letter Agreement, dated February 14, 1996, between the Company and
Alfred A. Pease.
10.37@ Employment Agreement, dated February 12, 1996, between the Company
and Dwight D. Carlson is incorporated by reference to Exhibit 10.42 to
the Company's Annual Report on Form 10-K for the Year Ended December
31, 1995.
10.38 Financial Assistance Award, dated December 17, 1993, received from
the U.S. Department of Commerce - National Institute of Standards and
Technology, and incorporated herein by reference to Exhibit 10.31 of
the Company's Annual Report on Form 10-K for the Year Ended December
31, 1993.
11.* Statement re: computations of per share earnings.
21.* A list of subsidiaries of the Company.
23.** Consent of Experts.
27.** Financial Data Schedule.
- ----------
* Filed with the Company's Annual Report on Form 10K for the year ended
December 31, 1996.
@ Indicates a management contract, compensatory plan or arrangement.
** Filed with the Company's Annual Report on Form 10-K and Form 10-K/A-1 for
the year ended December 31, 1996.
21
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Perceptron, Inc. and Subsidiaries on Form S-8 (File Nos. 33-63666, 33-63664,
33-85656, 33-93910, 333-00446 and 333-00444) and on Form S-3 (File No. 33-78594
and 333-24239) of our report dated January 31, 1996, except as to note 14 for
which the date is February 3, 1997, on our audits of the consolidated financial
statements and financial statement schedule of Perceptron, Inc. and
Subsidiaries as of December 31, 1996 and 1995, and for the years ended December
31, 1996, 1995 and 1994, which report is included in this Annual Report on Form
10-K/A.
COOPERS & LYBRAND LLP
Detroit, Michigan
April 21, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND STATEMENT OF INCOME AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 14,666,000
<SECURITIES> 0
<RECEIVABLES> 20,958,000
<ALLOWANCES> (60,000)
<INVENTORY> 6,001,000
<CURRENT-ASSETS> 45,481,000
<PP&E> 10,531,000
<DEPRECIATION> (1,416,000)
<TOTAL-ASSETS> 56,896,000
<CURRENT-LIABILITIES> 10,392,000
<BONDS> 0
<COMMON> 73,000
0
0
<OTHER-SE> 46,431,000
<TOTAL-LIABILITY-AND-EQUITY> 56,896,000
<SALES> 49,679,000
<TOTAL-REVENUES> 49,679,000
<CGS> 18,989,000
<TOTAL-COSTS> 17,310,000
<OTHER-EXPENSES> 3,202,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (786,000)
<INCOME-PRETAX> 10,964,000
<INCOME-TAX> 3,070,000
<INCOME-CONTINUING> 7,894,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,894,000
<EPS-PRIMARY> 1.03
<EPS-DILUTED> 1.02
</TABLE>
